KAP INDUSTRIAL HOLDINGS LIMITED - Dealings In Company Shares

Dealings In Company Shares

KAP Industrial Holdings Limited
Incorporated in the Republic of South Africa)
Registration number: 1978/000181/06
Share Code: KAP
ISIN: ZAE0000171963
(“KAP”, “the Company” or “the Group”)

DEALINGS IN COMPANY SHARES

1.   VESTING OF SHARE RIGHTS GRANTED IN 2013

The share rights granted to participants under the KAP Performance
Share Rights Scheme (“the KAP Share Rights Scheme”) in December
2013 have vested with effect from 1 December 2016.

Pursuant to this vesting, the following executive directors of KAP
and of its major subsidiaries received KAP ordinary shares of no
par value (“KAP Shares”) in accordance with the provisions of the
KAP Share Rights Scheme in an off-market transaction, as follows:

     Name of director          Number of   Market price      Market value
                             shares that     (cents per           (R)
                                  vested         share)
     KJ Grove#                 2,818,191            759      21,390,069.69
     (in respect of
     associate The Law
     Family Trust)

     GN Chaplin#               1,334,188            759      10,126,486.92
     (in respect of
     associate
     Straalhoek Sawmill
     (Pty) Ltd)

     FH Olivier#                 560,744            759       4,256,046.96
     (in respect of
     associate
     Mashoweng
     Investments (Pty)
     Ltd)

     G Victor *@                 668,294            759      5,072,351.46

     LR Pollard *@               394,467            759      2,994,004.53

     GM van der Merwe            900,021            759      6,831,159.39
     *@
     
     TR Nel **@               1,054,973             759      8,007,245.07

     RH Singh ***@              681,384             759      5,171,704.56

     SP Lunga ***@              331,847             759      2,518,718.73


     *       Director of KAP Diversified Industrial (Pty) Ltd
     **      Director of Unitrans Holdings (Pty) Ltd
     ***     Director of Unitrans Supply Chain Solutions (Pty) Ltd
     #       Indirect beneficial interests in the transaction
     @       Direct beneficial interests in the transaction



2.   DISPOSAL OF SHARES BY DIRECTORS OF THE COMPANY AND ITS MAJOR
     SUBSIDIARIES

In addition to the above and as part of an off-market block trade,
shareholders are advised that certain directors disposed of a
portion of their shares on Monday, 5 December 2016 in order to
settle their income tax obligations or portion thereof arising from
the vesting, as disclosed below:


         Name of director         Number of   Sales price    Proceeds on
                                shares sold    (cents per       disposal
                                                   share)            (R)
         KJ Grove#                1,155,459           759   8,769,933.81
         (in respect of
         associate The Law
         Family Trust)

         GN Chaplin#                305,504           759   2,318,775.36
         (in respect of
         associate
         Straalhoek Sawmill
         (Pty) Ltd)

         FH Olivier#                113,792           759     863,681.28
         in respect of
         associate
         Mashoweng
         Investments (Pty)
         Ltd)
         
         G Victor *@                274,001           759   2,079,667.59

         LR Pollard *@              161,732           759   1,227,545.88

         GM van der Merwe           369,009           759   2,800,778.31
         *@
     
         TR Nel **@                 432,539           759   3,282,971.01

         RH Singh ***@              279,368           759   2,120,403.12

         SP Lunga ***@              136,058           759   1,032,680.22


The vesting of the share rights has taken place in terms of the rules
of the Share Rights Scheme and accordingly, no clearance as
contemplated in Rule 3.66 of the Listings Requirements, is required.
However, clearance to deal in securities was obtained for the
subsequent disposals.

By order of the Board
Steinhoff Secretarial Services Proprietary Limited
Company Secretary

5 December 2016
Sponsor: PSG Capital (Pty) Limited

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